A clear shareholder agreement protects your investment, organizes governance and establishes what will happen when priorities change. Kugler Wechsler helps you create rules tailored to your business before a disagreement threatens its continuity or value.
Preventing Disputes Before They Disrupt the Business
A shareholder agreement establishes the rules that will govern your relationship when the shareholders' interests are no longer perfectly aligned. Without a clear framework, disagreements over management, financing, compensation, share transfers or an owner's exit can quickly paralyze the company and destroy value.
Corporate statutes and constating documents do not always address the particular realities of your business. A carefully drafted agreement allows you to define in advance which decisions require special approval, the rights of each shareholder and the mechanisms that will apply in a deadlock or unexpected event.
An Agreement Built Around Your Business
Kugler Wechsler advises founders, family businesses, investors, majority shareholders and minority shareholders in drafting, reviewing and negotiating shareholder agreements. We begin by understanding the ownership structure, each person's role, the company's financing needs and the shareholders' long-term objectives.
Our approach seeks to balance control, fairness, continuity and flexibility. Where appropriate, we work with your accountants and other advisors so that the agreement fits the company's corporate structure and commercial arrangements. When tensions already exist, we help you assess your rights and negotiate a practical solution.
Our Services in Shareholder Agreements:
- Advising on capital contributions, shareholder advances and funding obligations
- Structuring transfer restrictions, rights of first refusal and pre-emptive rights
- Drafting buy-sell and shotgun provisions, tag-along rights and drag-along rights
- Addressing death, disability, departure, default and other triggering events
- Determining share valuation, payment terms and security for the purchase price
- Negotiating confidentiality obligations, restrictive covenants and dispute-resolution mechanisms
Key Provisions and Issues:
- Governance, voting rights and reserved matters
- Board composition and appointment of officers
- Funding, capital calls and shareholder advances
- Transfer restrictions and rights of first refusal
- Shotgun and other buy-sell mechanisms
- Tag-along and drag-along rights
- Death, disability, departure and shareholder default
- Share valuation and payment terms
- Confidentiality, restrictive covenants and dispute resolution